Guarantee

Second Amended and Restated Guarantee

by Meridian Resource Corporation (The)
July 10th, 1998

                                                                    EXHIBIT 10.2

                     SECOND AMENDED AND RESTATED GUARANTEE

      SECOND AMENDED AND RESTATED GUARANTEE, dated as of June 30, 1998 (this
"GUARANTEE"), made by each of the corporations that are signatories hereto (the
"GUARANTORS"), in favor of THE CHASE MANHATTAN BANK, as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT") for the lenders (the "LENDERS") from
time to time parties to the Amended and Restated Credit Agreement, dated as of
May 22, 1998 (as amended, supplemented or otherwise modified from time to time,
the "CREDIT AGREEMENT"), among THE MERIDIAN RESOURCE CORPORATION (the
"BORROWER"), the Lenders, the Administrative Agent, Bankers Trust Company, as
syndication agent (in such capacity, the "SYNDICATION AGENT"; collectively with
the Administrative Agent, the "AGENTS"), Chase Securities Inc., as advisor (in
such capacity, the "ADVISOR"), Chase Securities Inc., BT Alex.Brown
Incorporated, Toronto Dominion (Texas), Inc., and Credit Lyonnais New York
Branch, as co-arrangers (each in such capacity, a "CO-ARRANGER"), and Toronto
Dominion (Texas), Inc., and Credit Lyonnais New York Branch, as co-documentation
agent (each in such capacity, a "CO-DOCUMENTATION AGENT").

                             W I T N E S S E T H:

      WHEREAS, the Borrower entered into the Credit Agreement, dated as of
November 5, 1997 (the "EXISTING CREDIT AGREEMENT"), with the Administrative
Agent and the banks and other financial institutions from time to time parties
thereto;

      WHEREAS, in connection with the Existing Credit Agreement, the Borrower
has executed the Guarantee, dated November 5, 1997 (the "EXISTING GUARANTEE"),
in favor of the Administrative Agent for the ratable benefit of the lenders
under the Existing Credit Agreement, as the same may be amended, supplemented or
otherwise modified from time to time;

      WHEREAS, the Borrower, the Agents, the Advisor, the Co-Arrangers and the
Lenders have entered into the Credit Agreement to amend and restate the Existing
Credit Agreement;

      WHEREAS, each of the Guarantors is a Subsidiary (as defined in the Credit
Agreement) of the Borrower;

      WHEREAS, the proceeds of the Extensions of Credit will be used in part to
enable the Borrower to provide for financing of the Shell Transaction (as
defined in the Credit Agreement) and related costs and expenses, and for the
refinancing of certain existing indebtedness of the Borrower and its
Subsidiaries;

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      WHEREAS, the Borrower and the Guarantors are engaged in related
businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the Extensions of Credit; and

      WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective Extensions of Credit to the Borrower under the Credit
Agreement that the Guarantors shall have amended and restated the Existing
Guarantee to confirm and continue their joint and several obligations to
guarantee the Obligations (as defined below) pursuant to the Amended and
Restated Guarantee, dated as of May 22, 1998 (the "Amended Guarantee"), made by
the Guarantors (other than Louisiana Onshore Properties Inc. ("LOPI")) in favor
of the Administrative Agent for the ratable benefit of the Lender; and

      WHEREAS, on the date hereof LOPI shall become a Subsidiary of the Borrower
and, pursuant to the terms of the Credit Agreement, is required to become a
Guarantor hereunder;

      NOW, THEREFORE, in consideration of the premises hereinafter set forth and
the mutual agreements set forth in the Credit Agreement, the Guarantors hereby
agree with the Administrative Agent, for the ratable benefit of the Lenders,
that on the date hereof, the Amended Guarantee shall be amended and restated in
its entirety as follows:

      1. DEFINED TERMS. (a) Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

      (b) As used herein, "OBLIGATIONS" means the collective reference to the
unpaid principal of and interest on the Loans and the Reimbursement Obligations
and all other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided in the Credit
Agreement after the maturity of the Loans and interest accruing at the then
applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) to the
Administrative Agent or any of the Lenders (or, in the case of any Hedging
Agreement referred to below, any Affiliate of any Lender), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, any Notes, any Letter of Credit, the other Loan Documents or
any Hedging Agreement entered into by the Borrower with any Lender (or any
Affiliate of any Lender) or any other document made, delivered or given in
connection therewith, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Lenders that are required to be paid by the
Borrower or the Guarantors pursuant to the terms of the Credit Agreement or this
Agreement or any other Loan Document).

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      (c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and section and paragraph
references are to this Guarantee unless otherwise specified.

      (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

      2. GUARANTEE. (a) Subject to the provisions of paragraph 2(b), each of the
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Administrative Agent, for the ratable benefit of the Lenders
and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations.

      (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving affect to the right of contribution
established in Section 3).

      (c) Each Guarantor further agrees to pay any and all expenses (including,
without limitation, all fees and disbursements of counsel) which may be paid or
incurred by the Administrative Agent or any Lender in enforcing, or obtaining
advice of counsel in respect of, any rights with respect to, or collecting, any
or all of the Obligations and/or enforcing any rights with respect to, or
collecting against, such Guarantor under this Guarantee. This Guarantee shall
remain in full force and effect until the Obligations are paid in full, no
Letter of Credit shall be outstanding, and the Commitments are terminated,
notwithstanding that from time to time prior thereto the Borrower may be free
from any Obligations.

      (d) Each Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of such Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of the
Administrative Agent or any Lender hereunder.

      (e) No payment or payments made by the Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full, no Letter of Credit shall be outstanding, and the
Commitments are terminated.

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      (f) Each Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.

      3. RIGHT OF CONTRIBUTION. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 5 hereof. The provisions
of this Section shall in no respect limit the obligations and liabilities of any
Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall
remain liable to the Administrative Agent and the Lenders for the full amount
guaranteed by such Guarantor hereunder.

      4. RIGHT OF SET-OFF. Each Guarantor hereby irrevocably authorizes each
Lender at any time and from time to time, so long as an Event of Default has
occurred and is continuing, without notice to such Guarantor or any other
Guarantor, any such notice being expressly waived by each Guarantor, to set-off
and appropriate and apply any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender to or for the credit or the account of such Guarantor, or
any part thereof in such amounts as such Lender may elect, against and on
account of the obligations and liabilities of such Guarantor to such Lender
hereunder and claims of every nature and description of such Lender against such
Guarantor, in any currency, whether arising hereunder, under the Credit
Agreement, any Note, any Letter of Credit, any other Loan Document or otherwise,
as such Lender may elect, whether or not the Administrative Agent or any Lender
has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Administrative Agent and each Lender
shall notify such Guarantor promptly of any such set-off and the application
made by the Administrative Agent or such Lender, PROVIDED that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of the Administrative Agent and each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or such Lender may have.

      5. NO SUBROGATION. Notwithstanding any payment or payments made by any of
the Guarantors hereunder or any set-off or application of funds of any of the
Guarantors by the Administrative Agent or any Lender, no Guarantor shall be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by any Lender for the payment of
the Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrower or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to
the Administrative Agent and the Lenders by the 

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Borrower on account of the Obligations are paid in full, no Letter of Credit
shall be outstanding and the Commitments are terminated. If any amount shall be
paid to any Guarantor on account of such subrogation rights at any time when all
of the Obligations shall not have been paid in full, such amount shall be held
by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.

      6. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF RIGHTS.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Obligations made
by the Administrative Agent or any Lender may be rescinded by such Person and
any of the Obligations continued, and the Obligations, or the liability of any
other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and the Credit Agreement, any Notes and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative
Agent (or the Required Lenders, as the case may be) may deem advisable from time
to time, and any collateral security, guarantee or right of offset at any time
held by the Administrative Agent or any Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Obligations or for this Guarantee or any property subject thereto. When making
any demand hereunder against any of the Guarantors, the Administrative Agent or
any Lender may, but shall be under no obligation to, make a similar demand on
the Borrower or any other Guarantor or guarantor, and any failure by the
Administrative Agent or any Lender to make any such demand or to collect any
payments from the Borrower or any such other Guarantor or guarantor or any
release of the Borrower or such other Guarantor or guarantor shall not relieve
any of the Guarantors in respect of which a demand or collection is not made or
any of the Guarantors not so released of their several obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Administrative Agent or any
Lender against any of the Guarantors. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

      7. GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any Lender
upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this 

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Guarantee; and all dealings between the Borrower and any of the Guarantors, on
the one hand, and the Administrative Agent and the Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement, any Note
or any other Loan Document, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Lender (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Obligations, or of such
Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent and any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Borrower or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to pursue such other rights or remedies or to collect any
payments from the Borrower or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve such Guarantor of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent and the Lenders against such Guarantor. This Guarantee shall remain in
full force and effect and be binding in accordance with and to the extent of its
terms upon each Guarantor and the successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent and the Lenders, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of each Guarantor under this Guarantee shall
have been satisfied by payment in full, no Letter of Credit shall be
outstanding, and the Commitments shall be terminated, notwithstanding that from
time to time during the term of the Credit Agreement the Borrower may be free
from any Obligations.

      8. REINSTATEMENT. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

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      9. PAYMENTS. Each Guarantor hereby guarantees that payments hereunder will
be paid to the Administrative Agent without set-off or counterclaim in Dollars
at the office of the Administrative Agent located at 270 Park Avenue, New York,
New York 10017.

      10. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and
warrants to the Administrative Agent and each Lender that, the representations
and warranties set forth in Section 5 of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party, each
of which is hereby incorporated herein by reference, are true and correct, and
the Administrative Agent and each Lender shall be entitled to rely on each of
them as if they were fully set forth herein; PROVIDED that each reference in
each such representation and warranty to the Borrower's knowledge shall, for the
purposes of this Section 10 be deemed to be a reference to such Guarantor's
knowledge.

            Each Guarantor agrees that the foregoing representations and
warranties shall be deemed to have been made by such Guarantor on the date of
each Extension of Credit under the Credit Agreement on and as of such date of
Extension of Credit as though made hereunder on and as of such date.

      11. COVENANTS. Each Guarantor covenants and agrees with the Administrative
Agent and each Lender that, from and after the date of this Guarantee until the
Obligations shall have been paid in full, no Letter of Credit shall be
outstanding and the Commitments shall have terminated, such Guarantor shall
take, or shall refrain from taking, as the case may be, each action that is
necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor or any of its Subsidiaries.

      12. AUTHORITY OF ADMINISTRATIVE AGENT. Each Guarantor acknowledges that
the rights and responsibilities of the Administrative Agent under this Guarantee
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request, judgment
or other right or remedy provided for herein or resulting or arising out of this
Guarantee shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the
Administrative Agent and such Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and no Guarantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.

      13. NOTICES. All notices, requests and demands to or upon the
Administrative Agent, any Lender or any Guarantor shall be effected in the
manner provided for in subsection 11.2 of the Credit Agreement, addressed as
follows:

      (a) if to the Administrative Agent or any Lender, at its address or
transmission number for notices provided in subsection 11.2 of the Credit
Agreement; and

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      (b) if to any Guarantor, at its address or transmission number for notices
set forth under its signature below.

      The Administrative Agent, each Lender and each Guarantor may change its
address and transmission numbers for notices by notice in the manner provided in
this Section.

      14. COUNTERPARTS. This Guarantee may be executed by one or more of the
Guarantors on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

      15. SEVERABILITY. Any provision of this Guarantee which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      16. INTEGRATION. This Guarantee represents the agreement of each Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein.

      17. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. (a) None of the
terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise modified except in accordance with subsection 11.1 of the Credit
Agreement.

      (b) Neither the Administrative Agent nor any Lender shall by any act
(except by a written instrument pursuant to paragraph 17(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Administrative Agent or any Lender,
any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Administrative Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Administrative Agent or such Lender would
otherwise have on any future occasion.

      (c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

      18. SUBMISSION TO JURISDICTION; WAIVERS. Each of the Guarantors hereby
irrevocably and unconditionally: (1) submits for itself and its property in any
legal action or proceeding relating to this Guarantee and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the

                                                                               9

Courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof; (2)
consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same; (3)
agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address set
forth on the signature page hereof or at such other address of which the
Administrative Agent shall have been notified pursuant thereto; (4) agrees that
nothing herein shall affect the right to effect service of process in any other
manner permitted by law or shall limit the right to sue in any other
jurisdiction; and (5) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

      19. WAIVERS OF JURY TRIAL. THE GUARANTORS HEREBY KNOWINGLY AND
INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND
FOR ANY

COUNTERCLAIM THEREIN.

      20. SECTION HEADINGS. The section headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

      21. SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns.

      22. GOVERNING LAW. This Guarantee shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

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            IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.

CAIRN ENERGY USA, INC.

                                           By /s/ Joseph A. Reeves, Jr.

                                           Title  CEO

                                           Address for Notices:
                                           15995 N. Barker's Landing, Suite 300
                                           Houston, Texas 77079
                                           Fax: (281) 558-5595

                                           THE MERIDIAN RESOURCE &
                                           EXPLORATION COMPANY

                                           By /s/ Joseph A. Reeves, Jr.

                                           Title  CEO

                                           Address for Notices:
                                           15995 N. Barker's Landing, Suite 300
                                           Houston, Texas 77079
                                           Fax: (281) 558-5595

                                           THE MERIDIAN PRODUCTION
                                           CORPORATION

                                           By /s/ Joseph A. Reeves, Jr.

                                           Title  CEO

                                           Address for Notices:
                                           15995 N. Barker's Landing, Suite 300
                                           Houston, Texas 77079
                                           Fax: (281) 558-5595  

                                                                              11

                                           THE MERIDIAN RESOURCE &
                                           EXPLORATION COMPANY

                                           By /s/ Joseph A. Reeves, Jr.
 
                                           Title  CEO

                                           Address for Notices:
                                           15995 N. Barker's Landing, Suite 300
                                           Houston, Texas 77079
                                           Fax: (281) 558-5595

                                    LOUISIANA ONSHORE PROPERTIES INC.

                                           By /s/ Joseph A. Reeves, Jr.

                                           Title  CEO

                                           Address for Notices:
                                           15995 N. Barker's Landing, Suite 300
                                           Houston, Texas 77079
                                           Fax: (281) 558-5595